THE FOLLOWING ARE THE TERMS AND CONDITIONS UPON WHICH CAR-PART.COM OFFERS YOU ACCESS TO OUR CAR-PART.COM INVENTORY SEARCH SERVICE AND ANY RELATED SERVICES AND/OR WEBSITES (INCLUDING, WITHOUT LIMITATION, ANY WEB PAGES DISPLAYING RESULTS OF ANY SEARCHES PERFORMED USING THE CAR-PART.COM INVENTORY SEARCH SERVICE). BY USING OUR CAR-PART.COM INVENTORY SEARCH SERVICE (INCLUDING, WITHOUT LIMITATION, CONDUCTING ANY SEARCHES THEREON FROM ANY AUTO RECYCLER WEBSITE OR APPLICATION), YOU AGREE TO THESE TERMS AND CONDITIONS.

These Car-Part.com Inventory Search Service Terms of Use describe the terms and conditions that apply when you use: (a) our Car-Part.com Inventory Search Service (as defined below); and/or (b) any Car-Part.com Related Services and Websites (as defined below). “Car-Part.com Inventory Search Service” shall mean the parts search service provided by Car-Part.com which is accessible from various auto recycler websites and mobile applications. “Car-Part.com Related Services and Websites” shall mean: (i) any website(s) used to provide the Car-Part.com Inventory Search Service (including, without limitation, any website that displays results in response to a search using the Car-Part.com Inventory Search Service) (any such website being a “Car-Part.com Website”), the various web pages which make up such websites, and any and all intellectual property, information, and other content incorporated into and/or displayed on any such pages of such websites (including, without limitation, html, graphics, software, and algorithms); (ii) any service provided by Car-Part.com on any Car-Part.com Website (including, without limitation, parts locating searches and our “Live Service” instant messaging interface); and (iii) any and all intellectual property, systems, software, algorithms, graphics, information, data, and content used to provide any service provided on any Car-Part.com Website (including, without limitation, interchange data and databases, VIN decoders, mapping tables, part and model names, inventory parts data and databases, parts seller services data (including without limitation delivery, warranty, and certification data), and other data and databases). We have the right to amend these Car-Part.com Inventory Search Service Terms of Use at any time (and the amended Car-Part.com Website User Agreement will be effective immediately upon being posted on our site). Please see Section 18 below for more information regarding our ability to amend these Car-Part.com Inventory Search Service Terms of Use. As used herein: (1) "we," “us” and "our" refer to Car-Part.com; and (2) "you" refers to the user of this site.

1. Permitted Users of Our Car-Part.com Inventory Search Service and Car-Part.com Related Services and Websites. Only legal entities and individuals who can form legally binding contracts under applicable law are permitted to use our Car-Part.com Inventory Search Service and/or any Car-Part.com Related Services and Websites. In addition, individuals desiring to use our Car-Part.com Inventory Search Service and/or any Car-Part.com Related Services and Websites must be at least 18 years old.

2. Separate Agreement for Parts Sellers; Additional Applicable Terms. These Car-Part.com Inventory Search Service Terms of Use apply to all users of our Car-Part.com Inventory Search Service and all users of any Car-Part.com Related Services and Websites. As a result, these Car-Part.com Inventory Search Service Terms of Use apply to parts sellers when they access or use the Car-Part.com Inventory Search Service or any of the Car-Part.com Related Services and Websites. However, these Car-Part.com Inventory Search Service Terms of Use do not apply to or govern the relationship between Car-Part.com and parts sellers as regards the display of their inventory on our sites (including, without limitation, any Car-Part.com Website). Separate contracts govern the relationship between Car-Part.com and parts sellers regarding the display of their inventory on our sites (including, without limitation, any Car-Part.com Website). The terms of these Car-Part.com Inventory Search Service Terms of Use are in addition to (but do not amend or modify) the relationship between Car-Part.com and such parts sellers regarding the display of their inventory on our sites (including, without limitation, any Car-Part.com Website) as set forth in such separate contracts. If you are a parts seller that wants to display your inventory on a Car-Part.com Website, please contact us at Sales@car-part.com for more information (including, without limitation, a copy of the contracts that govern the relationship between Car-Part.com and parts sellers regarding the display of their inventory on our sites (including, without limitation, any Car-Part.com Website)).

3. Fees for Use of Our Car-Part.com Inventory Search Service and Car-Part.com Related Services and Websites. Currently, we allow users to search for parts using our Car-Part.com Inventory Search Service and to use the Car-Part.com Related Services and Websites (including, without limitation, the “Live Service” instant messaging interface which allows users to contact part sellers from the Car-Part.com Inventory Search Service) free of charge. We retain the right to begin charging a fee (and to modify the fees charged) to use our Car-Part.com Inventory Search Service and/or any Car-Part.com Related Services and Websites at any time.

4. All Transactions are Solely between Parts Seller and Buyer. Our Car-Part.com Inventory Search Service is a service which allows parts sellers to display their inventory and buyers to locate parts, order parts, and/or contact sellers in order to purchase parts. We are not a party to the actual transaction between buyers and sellers. As a result, WE HAVE NO CONTROL OVER THE QUALITY, SAFETY OR LEGALITY OF THE ITEMS ADVERTISED, THE TRUTH OR ACCURACY OF THE LISTINGS, THE ABILITY OF SELLERS TO SELL ITEMS, OR THE ABILITY OF BUYERS TO BUY ITEMS. YOU AGREE THAT ALL PURCHASE AGREEMENTS ARE DIRECTLY BETWEEN YOU AND THE SELLER OF THE PARTS. WE MAKE NO WARRANTY, AND HAVE NO LIABILITY WHATSOEVER, WITH RESPECT TO THOSE AGREEMENTS. We cannot ensure that a buyer or seller will actually complete a transaction. You should look to the seller for any refunds, credits or adjustments to a transaction. WE ASSUME NO RESPONSIBILITY, AND OFFER NO WARRANTY WHATSOEVER, REGARDING (1) YOUR TRANSACTION WITH ANY SELLER(S), (2) ANY PARTS YOU PURCHASE FROM A SELLER, OR (3) ANY INFORMATION (INCLUDING, WITHOUT LIMITATION, CREDIT CARD INFORMATION) THAT YOU GIVE TO A SELLER.

5. Parts Information Provided by Parts Sellers. The information that you receive on our Car-Part.com Inventory Search Service in response to a parts search (including, without limitation, part descriptions, part prices, condition of parts (including descriptions of part damage), warranty information, return policies, delivery areas, etc.) is information that we have received from parts sellers. We do not review or verify that information for truth or accuracy. Use common sense and practice safe purchasing when using our Car-Part.com Inventory Search Service and any Car-Part.com Related Services and Websites.

6. Information Provided or Sent by Users. You agree that any information that you provide or communicate to others in connection with (or as a result of) using our Car-Part.com Inventory Search Service or any Car-Part.com Related Services and Websites (whether by email, instant messaging, the Live Service instant messaging interface, voice, or otherwise) will be true, correct, and complete and will comply with all applicable laws. By way of example, and not of limitation, you shall not post or send to others anything that (a) is fraudulent, (b) infringes any third party's contractual or intellectual property rights (including, without limitation, their copyright, patent, trademark or trade secret rights), (c) is defamatory, libelous or threatening or harassing, (d) is obscene, or (e) contains any viruses or other computer code that is intended to damage or disrupt any system or that intercepts or expropriates any data or information.

7. Intellectual Property Rights; No Copying or Sublicensing Allowed. Our Car-Part.com Inventory Search Service and the Car-Part.com Related Services and Websites are proprietary. Our Car-Part.com Inventory Search Service and the Car-Part.com Related Services and Websites shall remain the sole and exclusive property of Car-Part.com and/or the recycler(s) providing the inventory data used to provide our Car-Part.com Inventory Search Service or any Car-Part.com Related Services and Websites. You do not acquire any right, title or interest in or to our Car-Part.com Inventory Search Service or any Car-Part.com Related Services and Websites as a result of using our Car-Part.com Inventory Search Service and/or any Car-Part.com Related Services and Websites. Other than manually copying and pasting an individual part description displayed in the results of a part search or manually printing a search results page, you agree not to reproduce, duplicate, copy, sell, resell, decompile, reserve engineer, or exploit for any commercial or other purpose, any portion of our Car-Part.com Inventory Search Service or any Car-Part.com Related Services and Websites. Furthermore, you do not have the right to: (a) sublicense the use of our Car-Part.com Inventory Search Service or any Car-Part.com Related Services and Websites; (b) use our Car-Part.com Inventory Search Service or any Car-Part.com Related Services and Websites on behalf of another person; or (c) provide (or attempt to provide) access to our Car-Part.com Inventory Search Service or any Car-Part.com Related Services and Websites to any other person.

Car-Part.com owns any and all data it collects from the use of its websites and/or services (including, without limitation, data or information regarding the relationship between vehicle identification numbers and the parts included in such vehicle) (such data being referred to as “Collected Data”). Car-Part.com has the unlimited right to collect Collected Data, use the Collected Data, combine the Collected Data with other information, prepare works based upon the Collected Data, include or incorporate Collected Data into the products or services of Car-Part.com or any of its affiliates, and otherwise use the Collected Data to enhance any of the products or services of Car-Part.com or any of its affiliates.

We respect the intellectual property of others and we ask users of our Car-Part.com Inventory Search Service, parts sellers and others to do so as well. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify us in the manner stated in Section 16 of these Car-Part.com Inventory Search Service Terms of Use, or email us at LegalNotices@Car-Part.com.

8. Our Right to Terminate Access to Our Car-Part.com Inventory Search Service and Car-Part.com Related Services and Websites. We reserve the right to choose not to deal with any person for any reason (or for no reason whatsoever). Without limiting that right, we may immediately suspend (either for a set period of time or indefinitely) or terminate your right to access or use our Car-Part.com Inventory Search Service and/or any Car-Part.com Related Services and Websites: (a) if you breach any provision of these Car-Part.com Inventory Search Service Terms of Use, (b) if you fail to pay the fees applicable to your use of the Car-Part.com Inventory Search Service and Car-Part.com Related Services and Websites in a timely manner, (c) if we are unable to verify or authenticate any information that you provide to us, (d) if we believe that your actions may result in legal liability for you, for any of our other customers (including, without limitation, other users of our Car-Part.com Inventory Search Service or parts sellers displaying their inventory on our Car-Part.com Inventory Search Service), or for Car-Part.com, or (e) for any other reason.

9. Car-Part.com Inventory Search Service and Car-Part.com Related Services and Websites Provided “As Is”; Disclaimer of Warranties. OUR CAR-PART.COM INVENTORY SEARCH SERVICE AND THE CAR-PART.COM RELATED SERVICES AND WEBSITES ARE PROVIDED TO YOU STRICTLY AT YOUR SOLE RISK, ON AN "AS IS," WHEN-AVAILABLE BASIS, WITHOUT WARRANTIES OF ANY KIND. WE HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSES) RELATING TO YOUR USE OF OUR CAR-PART.COM INVENTORY SEARCH SERVICE AND/OR THE CAR-PART.COM RELATED SERVICES AND WEBSITES. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

10. Links to Other Sites. We may provide, or third parties may provide, links to other World Wide Web sites or resources. We have no control over (and do not endorse) such sites or resources and, as a result, you agree that we are not responsible or liable for (a) the availability (or lack of availability) of any such sites or resources, or (b) any content, advertising, products, services or other materials contained on (or accessible or available from or through) any such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused (or alleged to have been caused) by or in connection with your use of (or reliance upon) any content, advertising, products, services or other materials that are contained on (or accessible or available from or through) any such sites or resources.

11. Permitted Manner of Access. Our Car-Part.com Inventory Search Service and the Car-Part.com Related Services and Websites are provided by Car-Part.com using Car-Part.com servers and are accessed and used by you via the Internet. You acknowledge and understand that: (a) the Internet is a public network and, as such, has certain limitations, which may change over time; (b) the Internet is an evolving technology; (c) access to the Internet is sometimes unavailable; (d) Car-Part.com can change its Internet service provider(s) at any time without notifying you; and (e) as a result of such factors, Car-Part.com cannot assure you of continuous, uninterrupted access to our Car-Part.com Inventory Search Service or any of the Car-Part.com Related Services and Websites. You understand, acknowledge, and agree that our Car-Part.com Inventory Search Service and the Car-Part.com Related Services and Websites are designed to be used manually through human interaction (i.e. a person entering the search criteria, clicking, and/or otherwise navigating the site from within a standard commercial web browser (i.e. Internet Explorer, Chrome, Safari or Firefox)) and you shall not use our Car-Part.com Inventory Search Service or any Car-Part.com Related Services and Websites in any other manner (ex. via electronic, software or other automated means of access, navigation or extraction of content) without Car-Part.com’s prior written consent. Furthermore, you agree not to: (1) use any robot, spider, scraper or other automated means to access the Car-Part.com Inventory Search Service or any Car-Part.com Related Services and Websites for any purpose without express written permission from the Chief Executive Officer of Car-Part.com; (2) interact with our Car-Part.com Inventory Search Service or any Car-Part.com Related Services and Websites with any software other than a standard commercial web browser (i.e. Internet Explorer, Chrome, Safari or Firefox) that does not have a plug in that provides navigation, access, integration or scraping of the Car-Part.com Inventory Search Service or any Car-Part.com Related Services and Websites; or (3) take any action that imposes or may impose (in Car-Part.com’s sole discretion) an unreasonable or disproportionately large load on our infrastructure.

12. Permitted Purpose for Using Our Car-Part.com Inventory Search Service and the Car-Part.com Related Services and Websites. You may only use our Car-Part.com Inventory Search Service and/or the Car-Part.com Related Services and Websites in connection with locating and purchasing auto parts from parts sellers that display their inventory on any website powered by our Car-Part.com Inventory Search Service (and/or communicating with parts sellers that display their inventory on any website powered by our Car-Part.com Inventory Search Service about their parts). Any other use of our Car-Part.com Inventory Search Service or any Car-Part.com Related Services and Websites is strictly prohibited. By way of example (and not of limitation) the use of our Car-Part.com Inventory Search Service or any Car-Part.com Related Services and Websites for any of the following purposes is prohibited: (1) use in connection with any e-commerce application (other than the e-commerce capabilities incorporated within the Car-Part.com Inventory Search Service itself); (2) collecting or providing any bulk information about the pricing or availability of parts, such as statistical or average pricing, either on a local, regional, national or international basis; (3) collecting or providing any bulk information about parts seller services (including, without limitation, delivery services, warranty services, and/or certifications); (4) collecting, creating, modifying, or verifying parts interchange or VIN decoding (or information regarding parts interchange or VIN decoding); and/or (5) collecting, recreating or reformatting (in whole or in substantial part) SmartVin, the Car-Part interchange, or the Hollander interchange (or information regarding SmartVin, the Car-Part interchange, or the Hollander interchange).

14. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL CAR-PART.COM BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS WHICH YOU MAY INCUR OR EXPERIENCE ON ACCOUNT OF USING OUR CAR-PART.COM INVENTORY SEARCH SERVICE OR ANY OF OUR WEBSITES OR SERVICES (INCLUDING, WITHOUT LIMITATION, THE CAR-PART.COM RELATED SERVICES AND WEBSITES), REGARDLESS OF WHETHER THE ACTION LIES IN CONTRACT, IN TORT OR OTHERWISE, EVEN IF CAR-PART.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, YOU AGREE THAT CAR-PART.COM’S MAXIMUM AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCES RELATING TO THE USE OF OUR CAR-PART.COM INVENTORY SEARCH SERVICE OR ANY OF OUR WEBSITES OR SERVICES (INCLUDING, WITHOUT LIMITATION, THE CAR-PART.COM RELATED SERVICES AND WEBSITES) IS LIMITED TO THE LESSER OF: (A) THE TOTAL FEES PAID FROM YOU TO CAR-PART.COM IN THE IMMEDIATELY PRECEEDING SIX (6) MONTHS IN ORDER TO USE OUR CAR-PART.COM INVENTORY SEARCH SERVICE; OR (B) ONE THOUSAND DOLLARS ($1,000). THE LIMITATION DESCRIBED ABOVE IS CUMULATIVE, WITH ALL PAYMENTS WITH RESPECT TO THIS AGREEMENT FOR CLAIMS OR DAMAGES BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT, AND THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMITATION ON AMOUNT. FURTHERMORE, CAR-PART.COM SHALL NOT BE RESPONSIBLE FOR ANY PROBLEMS BEYOND ITS CONTROL, INCLUDING, WITHOUT LIMITATION, ANY PROBLEMS WITH ITS INTERNET CONNECTION OR INTERNET SERVICE PROVIDER.

15. Your Obligation to Indemnify Us. You agree to indemnify and hold us and our suppliers, subsidiaries, affiliates, officers, directors, agents and employees harmless from any claims, demands, liabilities, damages, costs and/or expenses (including, without limitation, attorneys' fees and any costs to defend) that we incur as a result of: (a) your breach of these Car-Part.com Inventory Search Service Terms of Use; (b) your use of our Car-Part.com Inventory Search Service or any of the information or content accessed through the use of the Car-Part.com Inventory Search Service (including, without limitation, the data derived from searches on any websites powered by our Car-Part.com Inventory Search Service); and/or (c) your use of any Car-Part.com Related Services and Websites (including, without limitation, searching the parts displayed by parts sellers on websites powered by our Car-Part.com Inventory Search Service).

16. Notices. Any notices to Car-Part.com must be given by postal mail sent to Car-Part.com's headquarters as it is then posted on our www.car-part.com site. Any notices to you will be sent to the e-mail address that you provide to Car-Part.com.

17. Governing Law; Exclusive Jurisdiction in Kentucky, U.S.A. These Car-Part.com Inventory Search Service Terms of Use (and your use of our Car-Part.com Inventory Search Service and/or any Car-Part.com Related Services and Websites) shall be construed in accordance with and governed by the law of the Commonwealth of Kentucky, United States of America (without regard to principles of conflict of laws), including the application of any applicable statutes of limitations. You understand, acknowledge and agree that any action, suit or proceeding brought by you or us with respect to these Car-Part.com Inventory Search Service Terms of Use (and/or your use of our Car-Part.com Inventory Search Service, your use of any Car-Part.com Related Services and Websites, and/or your use of any information obtained from the Car-Part.com Inventory Search Service or the use of any Car-Part.com Related Services and Websites (including, without limitation, the data derived from searches on any website powered by our Car-Part.com Inventory Search Service)) shall be brought exclusively in the courts of the Commonwealth of Kentucky located in Kenton County, Kentucky, United States of America, or in the courts of the United States for the Eastern District of Kentucky, United States of America. By your use of our Car-Part.com Inventory Search Service and/or any Car-Part.com Related Services and Websites, you irrevocably submit to the exclusive jurisdiction and venue of the courts of the Commonwealth of Kentucky located in Kenton County, Kentucky, United States of America, and the courts of the United States for the Eastern District of Kentucky, United States of America.

18. Our Right to Amend these Car-Part.com Inventory Search Service Terms of Use. We may amend these Car-Part.com Inventory Search Service Terms of Use at any time by (1) posting an amended version of these Car-Part.com Inventory Search Service Terms of Use to a link accessible from ay website or mobile application from which the Car-Part.com Inventory Search Service may be used, (2) posting an amended version of these Car-Part.com Inventory Search Service Terms of Use on our products website, or (3) otherwise providing you reasonable notice of any amendment(s) to these Car-Part.com Inventory Search Service Terms of Use. These Car-Part.com Inventory Search Service Terms of Use (as amended) will be effective immediately upon being posted in the manner described above (or when we otherwise provide you reasonable notice of the amendment(s) as described above) unless a different effective date is explicitly set forth in the amended Car-Part.com Inventory Search Service Terms of Use. You do not have the right to amend, modify, disregard, or reject any of the terms or conditions of these Car-Part.com Inventory Search Service Terms of Use (either in its present forms or as it may be amended from time to time in the future).

19. Entire Agreement. These Car-Part.com Inventory Search Service Terms of Use constitute the entire agreement between you and Car-Part.com with respect to your use of our Car-Part.com Inventory Search Service and/or any Car-Part.com Related Services and Websites. These Car-Part.com Inventory Search Service Terms of Use supersede any other agreements, advertisements, writings, descriptions or communications of any nature whatsoever regarding the terms upon which you may use our Car-Part.com Inventory Search Service and/or any Car-Part.com Related Services and Websites (including, without limitation, any telephone or email communications that you may have had with any employee or agent of Car-Part.com, or anything contrary to the terms set forth in these Car-Part.com Inventory Search Service Terms of Use set forth elsewhere on any website powered our Car-Part.com Inventory Search Service).

20. Tire Interchange Information. Tire interchange information is built solely based on tire sizes and does not take into account any other factors that may be need to be considered in determining whether a particular tire is suitable for a vehicle (including, without limitation, speed ratings, load ratings, suitability for specialized uses or conditions, etc.). It is your responsibility to identify to identify the vehicle and use factors that may be appropriate in determining whether a particular tire is suitable for a vehicle and ensuring that any particular tire satisfies such factors. Tire interchange information is provided for your convenience only and your reliance upon and/or use of this information is solely at your own risk. Car-Part.com has gathered the tire interchange information from a number of sources but has made no attempt to verify the accuracy or completeness of such information. Accordingly, Car-Part.com: (i) does not endorse the accuracy or completeness of such information or any portion thereof; (ii) does not make any representation or warranty whatsoever regarding the accuracy or completeness of such information or any portion thereof; (iii) specifically disclaims all warranties, express or implied, regarding such information; and (iv) is not, and shall not be, responsible or liable in any respect for any reliance upon, or use of, such information or any portion thereof. You hereby: (a) acknowledge, agree and understand that Car-Part.com is not, and shall not be, responsible or liable, directly or indirectly, for any damage or loss caused, or alleged to be caused by or in connection with, reliance upon and/or use of such information or any portion thereof; and (b) agree to indemnify, defend and hold harmless Car-Part.com and its successors and assigns and their respective officers, directors, shareholders, employees, subcontractors, consultants, representatives and agents from , against and in respect of any and all costs, losses, claims, liabilities, fines, penalties, damages and expenses (including interest which may be imposed in connection therewith and court costs and reasonable fees and disbursements of counsel) incurred by any of them in connection with your reliance upon and/or use of such information or any portion thereof.

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